Sector: Communication
ZOOMINFO TECHNOLOGIES INC · Meeting: May 14, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Election of Class III Directors
Against Analysis
Mr. Maida joined the board in August 2024, which is within 24 months of the May 2026 meeting date, so he is exempt from the TSR underperformance trigger under policy; no overboarding, attendance, or independence concerns are present, so the vote is FOR.
Mr. Winn has served on the board since February 2020, giving him full tenure overlap with the severe 3-year stock price decline of -75.9% while the technology sector benchmark XLK gained +84.2% — a gap of -160.1 percentage points, far exceeding the 30-percentage-point trigger for companies with negative absolute returns; the 5-year record is equally poor (-87.8% for GTM), so the 5-year mitigant that would otherwise soften the vote does not apply, and a vote AGAINST is warranted.
For Analysis
Ms. Rooney joined the board in February 2025, which is within 24 months of the May 2026 meeting date, so she is exempt from the TSR underperformance trigger; she is independent, chairs the Audit Committee, qualifies as an audit committee financial expert, and no other policy concerns apply.
Of the three Class III director nominees, D. Randall Winn receives an AGAINST vote due to his long tenure overlapping with catastrophic stock underperformance — GTM lost 75.9% over three years while the technology sector ETF (XLK) gained 84.2%, a gap of 160 percentage points well above the 30pp policy trigger; the 5-year record provides no relief. Domenic Maida and Katie Rooney are both exempt from the TSR trigger because they joined within the past 24 months, and no other policy concerns apply to them.
CEO
Henry L. Schuck
Total Comp
$33,297,747
Prior Support
98.6%%
CEO Henry Schuck received $33.3 million in total reported compensation for 2025, almost entirely from a single large stock option award valued at $32.4 million that is intended to replace all future annual equity grants for up to 10 years — a design that concentrates an enormous pay figure in a single year; while the option has demanding performance hurdles (a stock price of $100 and free cash flow targets far above current levels), it was granted after shareholders had already suffered a 3-year stock price decline of nearly 76% while the technology sector gained 84%, representing a serious pay-for-performance misalignment under our policy, which requires that above-benchmark incentive pay be justified by stock performance at or above sector peers. The prior year's 98.6% Say on Pay approval does not mitigate this concern because the large CEO option award is a new 2025 grant not present in prior years' compensation structures.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,392,632
Non-Audit Fees
$340,181
The non-audit fees paid to KPMG (primarily tax services of $340,181) represent about 14.2% of audit fees ($2,392,632), well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a company of ZoomInfo's size; auditor tenure is not disclosed in the proxy so no tenure trigger can be applied; no material restatements are noted.
ZoomInfo's 2026 annual meeting ballot presents three standard proposals; the most significant governance concerns are the board's failure to protect shareholder value — the stock has lost nearly 76% over three years while the technology sector gained 84% — and the granting of an exceptionally large CEO option award ($32.4 million) during that period of sustained underperformance, warranting AGAINST votes on both Say on Pay and long-tenured director D. Randall Winn; the auditor ratification passes cleanly with low non-audit fees and an appropriate Big 4 auditor.
